Royal Bank of Canada (RY) to acquire Centura Banks, Inc. () Expanding retail banking in higher growth markets Highlights for the investment community January 26, 2001
This presentation contains forward-looking statements. These forward-looking statements are found in various places throughout this presentation and include, without limitation, statements concerning the financial conditions, results of operations and businesses of Royal Bank of Canada and Centura Banks, Inc. and, assuming consummation of the acquisition, a combined Royal Bank and Centura, as well as the expected timing and benefits of the acquisition. While these forward-looking statements represent our judgements and future expectations concerning the development of our business and the timing and benefits of the acquisition, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, those listed in Royal Bank s 2000 Annual Report, Centura s 1999 Annual Report and Royal Bank s and Centura s other past and future filing with the US Securities and Exchange Commission, as well as the failure of the Centura shareholders to approve the transaction; the risk that the Royal Bank and Centura businesses will not be successfully integrated; the inability to obtain, or meet conditions imposed for, governmental approvals for the transaction; the risk that anticipated synergies will not be obtained or not obtained within the time anticipated; and other key factors, which include, but are not limited to, changes in North American and/or global economic conditions including fluctuations in currencies, interest rates, securities market and inflation, regulatory developments, technological changes, and the effects of competition in the geographic and business areas where Royal Bank and Centura operate. Royal Bank cautions that the foregoing list of important factors is not exhaustive; when relying on forward looking statements to make decisions with respect to Royal Bank, investors and others should carefully consider the foregoing factors and other uncertainties and events. 2
Transaction Summary Strategic Rationale Financial Impact Low Execution Risk Appendix 3
Exchange ratio - 1.684 RY shares for each share Purchase price Per share - US$57.85 (as of 01/25/01) Aggregate - Approximately US$2.3 billion (fully diluted) Transaction structure - 100% stock exchange (tax-free) - Purchase accounting, with goodwill of US$1.4 billion, to be amortized over 20 years - 19.9% lock-up with break-up fee Expected closing - RY s fiscal quarter ending July 31, 2001 Due diligence - Credit, financial, operational completed Required approvals - US and Canadian regulatory approvals - Centura shareholders Board and management - Cecil Sewell appointed to RY Board - Significant roles for management US retail banking headquarters - Rocky Mount, NC 4
Strategic Rationale Consistent with stated US expansion strategy Leverages RY s retail banking expertise through an integrated US platform Provides strong foothold in attractive higher growth Southeastern US markets Further diversifies RY s revenue and earnings base Financial Impact Cash EPS expected to be accretive by Fiscal Year 2 (2002) RY maintains EPS growth objective of 10-15% for 2001 Superior performance measures maintained Maintains strong capital ratios Low Execution Risk Conservative synergy assumptions Consistent operating philosophies and cultures Manageable transaction size approximately 10% of RY s market capitalization 5
Centura provides RY a banking platform with an attractive geographic and demographic profile Overview of Centura Overview 14 th largest bank by deposits in the Southeastern US with operations in NC, VA and SC Attractive demographic profile Higher growth markets High percentage of high net worth households Significant urban market presence Full suite of financial services Retail and commercial banking Wealth management Insurance Key data US$11.5 billion in assets US$7.7 billion in deposits 241 branches 213 traditional 28 in-store 254 ATMs US$3.5 billion assets under management & assets under administration 650,000 customers 6
Integrate Security First Network Bank and Prism into RBC Centura Consolidate & centralize key administrative functions (treasury, risk management, marketing & sales, etc.) Integrate back offices Implement integrated branding Consolidate US retail banking business Provides a platform for follow-on acquisitions permitting future large in-market synergies 7
Enhance Centura s franchise and leverage RY strengths RY Strengths Investment and financial advisory capabilities Fee based revenue Focus on small business lending Life cycle product capabilities for Knowledge Based Industries (KBI) Tactics Introduce Account Manager Investment roles in selective markets Introduce new deposit and investment products Increased sale of selected fee based products Cross-sell Liberty and Prism products Enhance Small Business Credit Delivery with Canadian model Import RY s KBI lending expertise Leverage RB Ventures and RBC Dain Rauscher capabilities Platform for Enhanced Revenue Growth (1) No revenue synergies included in financial projections 8
Demonstrated cross-sell capability RY has demonstrated cross-sell capability in Canada: Penetration of customer base Credit Cards 47% Creditor insurance on mortgages 67% Mutual funds 13% Growth in number of most profitable customers over the past 2 years: 13.5% Increase in average profitability across this segment over past 2 years 13.5% Increase in average number of services held by this segment over past 2 years 13.3% 9
Opportunity to grow customer base in higher growth states & MSAs Centura branch footprint Foothold in attractive markets Market share analysis Greensboro Winston- Salem Charlotte The Triangle South Carolina Virginia Rocky Mount North Carolina Projected Market Household Rank Deposits Share Growth (US$MM) Key MSAs: Raleigh-Durham- Chapel Hill 4 $1,339 11.5% 9.7% Rocky Mount 1 703 47.8 6.8 Greensboro- Winston-Salem- High Point 9 531 2.8 7.1 Charlotte-Gastonia- Centura Hill 8 464 1.3 8.4 States: North Carolina 5 $7,134 7.0 7.8 Virginia - 385 0.5 6.0 South Carolina - 102 0.3 5.5 Source: SNL Securities projected household growth from 1999 to 2004 10
Higher growth markets s underlying footprint exhibits superior demographics Projected growth in # of households Projected population growth 7.0% Projected growth in median household income 13.6% 7.2% 7.7% 6.1% 10.8% 11.4% 5.2% 4.2% US Southeast US Southeast US Southeast Source: SNL Securities projected growth from 1999 to 2004 11
Further diversifies RY s earnings RY cash net income contribution - 2000 RY reported RY reported + (1) Canadian 71% International 29% Canadian 64% International 36% Excludes nonrecurring items for 12
Cash accretive using conservative assumptions Accretive to cash EPS (1) Cash EPS: Accretive in 2002. Dilution under 1% in 2001 GAAP EPS: Dilution of approximately 2% in fiscal 2001 RY s EPS growth objective of 10-15% for 2001 remains unchanged Identifiable and achievable cost savings US$70 million or 14% of RY s pro forma US retail banking expenses Conservative integration timetable: 15% in FY 01 75% in FY 02 100% in FY 03 Restructuring charge of US$75 million (US$47 million after-tax) to be expensed in 2001 (2) No revenue enhancements nor future synergies from potential manageable acquisitions are included in the financial impact although potential is significant Assumes repurchase of 20% of the shares issued in the transaction in fiscal 2001 (subject to approval of OSFI the Canadian regulator, and the Toronto Stock Exchange) Relates to severance, relocation, systems integration, lease breakage costs, etc. 13
Maintains strong capital position (1) Tier 1 capital ratio As of 10/31/00 Total capital ratio 11.3% 11.3% Tangible common equity/ risk-adjusted assets 8.0% 7.9% 6.0% 5.7% Pro forma, excluding Pro forma, including Pro forma, excluding Pro forma, including Pro forma, excluding Pro forma, including Pro forma numbers for all acquisitions, capital issuances and anticipated capital adjustments 14
Opportunity to improve Centura s financial performance Fiscal 2000 Net interest margin (1) Fee income ratio (2) Return on equity (2) 4.14% 56% 54% 19.3% 15.1% 18.9% 2.14% 2.26% 28% RY RY + RY RY + RY RY + Net interest income as a percentage of average earning assets Excluding non-recurring items 15
Strong credit quality Nonperforming assets/assets Q4/2000 Net chargeoffs/average loans Allowance/ nonperforming loans 0.57% 0.47% 0.57% 0.49% 0.48% 215.1% 0.33% 111.5% 114.4% RY RY + RY RY + RY RY + 16
Common focus on: Consistent operating philosophies and cultures Creating a tailored customer experience Customer relationship management (CRM) philosophy Superior customer service Effective capital management and economic value Disciplined credit culture 17
has stable asset quality ratios Centura has approximately US$100 million in syndicated loans approximately 1% of total loan portfolio Annual net charge-offs (1) 0.55% Pluma Annual nonperforming assets 1.00% 0.45% 0.80% (% of average loans) 0.35% 0.25% 0.15% (% of average loans) 0.60% 0.40% 0.20% 0.05% '97 '98 '99 '00 0.00% '97 '98 '99 '00 (1) Charge-offs have been relatively low excluding the Pluma charge in 1999 18
Strong combined management New management roles already determined Cecil Sewell (Centura s Chairman & CEO) to become nonexecutive Chairman of RBC Centura and to join RY board Kel Landis (President of Centura) to become CEO, RBC Centura Incentive and retention plans in place to ensure successful transaction Structure ensures effective leverage of RY/ franchise strengths and successful integration Both management teams have extensive acquisition and integration experience 19
Closing price (01/25/01) US$44 11/16 Shares outstanding (12/31/01) Market cap (01/25/01) Stock symbol Stock exchange Headquarters facts 39.4 million US$1,765 million NYSE Rocky Mount, North Carolina Founded 1899 Employees (full time equivalent) 3,600 Total offices 240+ Website www.centura.com SEC filings (including presentation at the Schroder Salomon Smith Barney conference on January 23, 2001) http://ir.ccbn.com/ir.zhtml?t=&s=800 20
financial highlights (1) (US$ millions, except for % and per share data) 1996 1997 1998 1999 2000 1996-2000 CAGR Net interest income (taxable equivalent basis) Non-interest income Non-interest expenses Net income (2) Earnings per share (diluted) (2) $333 $108 $288 $84 $2.14 $366 $128 $302 $108 $2.74 $404 $158 $344 $125 $3.10 $431 $171 $352 $136 $3.37 $430 $146 $379 $135 $3.37 6.6% 7.9% 7.1% 12.7% 12.0% Return on average equity (2) Book value per share Gross Loans Total Deposits Assets Total shareholders equity 13.4% $17.08 $5,518 $6,506 $8,499 $652 15.5% $18.97 $6,279 $7,328 $9,757 $735 15.6% $21.17 $7,056 $7,702 $10,919 $839 15.7% $21.77 $7,442 $7,897 $11,387 $860 15.1% $24.26 $7,672 $7,707 $11,482 $956 N/A 9.2% 8.6% 4.3% 7.8% 10.0% (1) Historical financial highlights reflect the accounting for the pooling of interests of the Triangle acquisition which closed in s Q1/00 (2) Excluding nonrecurring items of US$35.8 million after-tax in 2000, US$5.5 million after-tax in 1999, US$2.9 million after-tax in 1998 and US$1.7 million after-tax in 1997 21
RY: Canada s largest & most profitable financial institution Market capitalization of US$21.1 billion (01/25/01) #1 retail/commercial financial services company in Canada with: 10 million individual and business customers Assets of US$89 billion / deposits of US$67 billion #1 market share in Canada for residential mortgages, and business financing and deposits Client centric approach and leading data mining & sales techniques Largest bank-owned insurance operation #1 wealth management organization in Canada #1 rated investment bank in Canada (Reuters 2000 survey), consistently top-ranked equity & debt underwriter in Canada, and Canadian leader in M&A (#1 advisor in Canada and #15 globally in 2000) Largest processing bank in Canada 22
2000 financial highlights (1) (US$ millions, except for EPS) Gross revenue $8,128 Net income after-tax $1,497 Earnings per share (diluted) $2.31 Return on common equity 19.3% Loans $113,794 Assets $199,399 Business segments Description NIAT ROE Personal & Commercial Financial Services $826 21.3% Wealth Management $280 47.8% Corporate & Investment Banking $340 20.8% Transaction Processing $91 32.2% (1) Cdn. $1.00 = US$ 0.678 for 12 months ended 10/31/00 and Cdn. $1.00 = US$ 0.6563 at 10/31/00 23 RY financial highlights
In Canada: Approval of Minister of Finance, Canada Approval from the Office of the Superintendent of Financial Institutions (OSFI) for issuance of RY shares In the US: Formal approval of the Federal Reserve Required approvals Filing and effectiveness of a SEC registration statement shareholder approval Other standard approvals 24